First Large M&A Transaction Between Chinese and Brazilian Technology

First large M&A transaction between Chinese and Brazilian technology companies

Client: Lenovo, a leading personal technology company and the world's largest PC vendor.

About the partnership between Credit Suisse and Lenovo The banking relationship between Credit Suisse and assisted Lenovo all the way through the M&A Lenovo, a leading personal technology company and transaction and also provided the escrow solution the world's largest PC vendor, began in 2007 and required for the settlement of the acquisition. The grew into an established and trusted partnership. acquisition was completed in January 2013. This Today there is an established and trusted relationship form of interdisciplinary collaboration, where the between Lenovo and Credit Suisse, which results in involved Credit Suisse teams leveraged each regular interaction with Lenovo top management and other’s expertise and capabilities in a most efficient working level teams. Lenovo is recognized as a very manner, is what speaks to the power of the important client for Credit Suisse globally, where integrated bank. Since then, Credit Suisse has senior management is involved in the coverage efforts advised Lenovo on two landmark transactions: the across Asia, the US, Latin America, and EMEA. acquisitions of IBM’s x86 server business and When Lenovo began considering the acquisition of Google’s Motorola Mobility. Both transactions were CCE, one of the largest domestic manufacturers of announced in January 2014. Credit Suisse also consumer electronics in Brazil, Credit Suisse was assisted Lenovo with their debut bond issue in April the natural financial advisor for this important 2014. transaction. As an integrated bank, Credit Suisse

Key highlights

1. April 2014: Active Joint Bookrunner in Lenovo’s debut bond transaction

Lenovo successfully priced US$1.5bn unrated 5-year Senior This bond issue continues CS’ relationship with Lenovo after the recent M&A advisory in the acquisitions of Motorola Mobility and the IBM’s x86 server business.

2. January 2014: Exclusive financial advisor to Lenovo in the acquisition of Google’s Motorola Mobility

This acquisition makes Lenovo a leading global smartphone vendor. Particularly, it gives Lenovo a strong presence in mature markets where most of the global smartphone profits are realized. The transaction is of high strategic importance and allows Lenovo to become one of the main players in the highly attractive global smartphone market:

Continuation of Lenovo’s PC+ strategy: becoming the biggest personal computing device maker in the world, whether the device is a desktop, laptop, smartphone or a tablet. High complementarity: Lenovo smartphones are sold primarily in Asia; Motorola devices are primarily distributed in North America, South America and Europe; Lenovo acquired IP and technical expertise (2,500 engineers); Motorola is a global smartphone brand and is well established in mature markets; Also, Motorola has an extensive network of carrier and retailer relationships in mature markets; key for distributing devices in the market.

3. January 2014: Credit Suisse advised Lenovo in the acquisition of IBM’s x86 server business

This acquisition allows Lenovo to gain immediate scale and credibility in the server market and become a global top 3 x86 server provider. Transaction of high strategic importance to Lenovo:

Unique and unmatched acquisition opportunity for Lenovo to gain a foothold in the enterprise hardware market with a global, end-to-end business; With increased scale and leveraging the strength in operational execution and presence in key emerging markets, Lenovo is well-positioned to capture future growth opportunities in the server market; Significant overlap exists between the supply chain, channel partners and distribution network of PCs and those of x86 servers. As the world’s top PC vendor, Lenovo is poised to fully realize the scale benefits.

4. September 2012: Credit Suisse led Lenovo’s acquisition of CCE, a leading electronics and PC manufacturer in Brazil

CCE is one of the largest domestic manufacturers of consumer electronics in Brazil and has a leading presence in the computer consumer and government sectors. Transaction of high strategic importance for Lenovo.

Market opportunity: Brazil is the 3rd largest computer technology market in the world. The Brazil computer market is forecast to grow at premium growth as opposed to other large but more mature markets such as in the US and Japan. Leadership: today, the combined businesses of Lenovo Brazil and CCE is the 2nd largest computer technology player in Brazil, with more than 15% combined market share by shipment, with an ncreased focus on integrated client-coverage in order to deliver sophisticated solutions

5. November 2009: Buy-back of the Lenovo Mobile Communication Technology

Credit Suisse advised Lenovo on the buy-back of Lenovo Mobile Communication Technology which had previously been spun-off. The buy-back is part of the PC+ strategy of Lenovo (leveraging capabilities, distribution and client relationships to sell multiple consumer electronics products under the same brand umbrella). Diversify Lenovo's business, which is mostly concentrated on personal computers. Credit Suisse advised Lenovo as independent financial advisor on the buy-back.

Seizing an excellent market opportunity that speaks to the power of the integrated bank

Lenovo’s strategically important positioning in Brazil’s fast growing market

The acquisition of CCE announced in September 2012 is the second of four M&A assignments in which Credit Suisse advised Lenovo since 2009.

Lenovo is the global leader in terms of PC shipments, with leading positions in all key markets around the world (e.g. China, US, Japan, etc.). Before acquiring CCE, Lenovo had limited presence in Brazil, which however is one of the largest and fastest growing markets globally. The acquisition of CCE and the following integration with existing local activities position Lenovo as a market leader in Brazil.

The leading presence in Brazil is strategically important for Lenovo, given the size and the growth of the market. Currently the Brazilian market is still relatively fragmented, with local players having an important role in the market. As global players are becoming increasingly aggressive in the Brazilian market, Lenovo decided to participate in the market in order not to miss the opportunity to capitalize on the growth opportunity coming out of Brazil.

The engagement of Credit Suisse as co-advisor for the acquisition of CCE came as combination of the strong ongoing relationship with Lenovo and the leading Credit Suisse franchise in Brazil.

Our clients are committed – So are we: with our integrated approach

Credit Suisse provided full M&A advisory services to Lenovo through the cooperation of the coverage team in Brazil and the M&A and TMT teams in Hong Kong. Alongside, Credit Suisse delivered integrated, tailor-made solutions, and through seamless collaboration between the Sao Paulo and Hong Kong teams, Credit Suisse successfully:

 Implemented an acquisition structure which aligns the acquisition price for CCE with future performance. Coordinated due diligence between the advisors in Brazil and the Lenovo functional groups in Hong Kong.  Executed the complex transaction negotiating the various agreements in a time sensitive process.

 Provided an holistic tailor-made escrow solution, addressing the client’s key requirements.  Supported the Board decision through a valuation analysis of CCE.

Lenovo leading player in PC market in Brazil

The integrated effort led to the full success of the M&A process. Several teams throughout Credit Suisse leveraged each others’ interdisciplinary expertise in order to meet the client’s needs.

With the successful acquisition of CCE, Lenovo is today a leading player in the PC market in Brazil and is well positioned to capitalize on the growth of the PC industry.

How the Market perceived the transaction

Macquarie (September 2012) We believe the acquisition will benefit Lenovo in the intermediate term from lower production cost, improved distribution channel, and more favorable tax treatment […] we believe increased integration in the future is possible as Lenovo enters Brazil with its non-PC products.

HSBC (September 2012) Acquisition of CCE is an efficient way to expand the distribution channels for multiple products including PCs and smartphones. The acquisition price is not screamingly cheap but buying a PC and smartphone channel at 2x PB in a fast-growing market is definitely cheaper than building a similar channel from scratch.

CIMB (September 2012) Lenovo’s latest acquisition accords with its plan to expand through acquisitions and should enable it to immediately leapfrog over its competitors in Brazil. Again, we believe Lenovo will be able leverage its scale to lower manufacturing costs for CCE.

Deutsche Bank (September 2012) We regard the price of the deal as fair given the PC growth potential in the Brazilian market as well as CCE’s cost competitiveness and its relationship value with the channel partners […] we think Lenovo’s main cost benefit from the acquisition would be the component cost procurement benefits for the consumer NB business outsourced to CCE.

A partnership continuing to grow

The successful executions of various transactions contributed to deepen Credit Suisse’s relationship with Lenovo and reinforced our role as trusted advisor. After the buy-back of the Lenovo Mobile Communication Technology and the acquisition of CCE, Credit Suisse continued to work with Lenovo on various assignments, including the recently announced acquisitions of IBM’s x86 server business and Google’s Motorola Mobility.